Browse EX-10 agreements

CHANGE IN TERMS AGREEMENT

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SIMWON AMERICA CORP.

(as the Company)

And

First-MVG Fund

(as the Investor)

PRE-IPO SUBSCRIPTION AGREEMENT

Contents

WHEREAS		1
1	INTERPRETATION	1
2	SUBSCRIPTION	2
3	CONSIDERATION	2
4	CONDITIONS TO THE INVESTOR’S OBLIGATIONS	3
5	PRE-COMPLETION	3
6	COMPLETION	3
7	COMPLETION DELIVERABLES	3
8	CORPORATE SECRETARY	3

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INDEPENDENT DIRECTOR OFFER LETTER

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July 7, 2026

Terence Mak

Dear Terence Mak:

Simwon America Corp. (the “Company”) is pleased to offer you the opportunity to serve as an independent director of the Company. Your appointment will become effective upon the effectiveness of the Company’s registration statement on Form S-1 in connection with its initial public offering (“IPO”) and listing on the Nasdaq Stock Market LLC (“Nasdaq”).

As an independent director, you will serve as a member of the Company’s Board of Directors and may serve on one or more committees of the Board, as determined by the Board from time to time. Your service will be subject to the Company’s governing documents, applicable laws, SEC rules, Nasdaq rules, and the Company’s policies applicable to directors.

The Company will pay you a director fee of USD $3,000 per month for your service, to be effective upon the IPO. You will not be entitled to employee benefits by reason of your service as an independent director.

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CHANGE IN TERMS AGREEMENT

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TRADEMARK LICENSE AGREEMENT

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This Trademark License Agreement (the “Agreement”) is entered into as of 08.07.2024, by and between the following parties:

1.	MS AUTOTECH CO., LTD. a corporation having its registered office at 16-9 Poseok-ro, Nainam-myeon, Gyeongju-si Kyeongsangbuk-do (the “Licensor”); ****and

2.	SIMWON AMERICA CORP, a corporation having its registered office at 400 D’ARCY PARKWAY, LATHROP, CA 95330 (the “Licensee”).

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COMMERCIAL/INDUSTRIAL LEASE

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City of Lathrop, State of California

LANDLORD:

BPP PACIFIC INDUSTRIAL CA REIT OWNER 2 LLC,

a Delaware limited liability company

TENANT:

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SIMWON AMERICA CORPORATION,

a California corporation

TABLE OF CONTENTS

ARTICLE 1 - LEASE SUMMARY AND PROPERTY SPECIFIC PROVISIONS		1
ARTICLE 2 - LEASE		3
ARTICLE 3 - PREMISES		3
ARTICLE 4 - TERM AND POSSESSION		3

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INDEPENDENT DIRECTOR OFFER LETTER

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July 7, 2026

Chan Yui Kwan, Martin

** **

Dear Martin Chan:

Simwon America Corp. (the “Company”) is pleased to offer you the opportunity to serve as an independent director of the Company. Your appointment will become effective upon the effectiveness of the Company’s registration statement on Form S-1 in connection with its initial public offering (“IPO”) and listing on the Nasdaq Stock Market LLC (“Nasdaq”).

As an independent director, you will serve as a member of the Company’s Board of Directors and may serve on one or more committees of the Board, as determined by the Board from time to time. Your service will be subject to the Company’s governing documents, applicable laws, SEC rules, Nasdaq rules, and the Company’s policies applicable to directors.

The Company will pay you a director fee of USD $2,500 per month for your service, to be effective upon the IPO. You will not be entitled to employee benefits by reason of your service as an independent director.

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DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT

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Indemnification Agreement (this “Agreement”) is made as of [*      *], 2026, by and between Simwon America Corp., a California corporation (the “Company”), and [____________] (“Indemnitee”).

RECITALS

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A. Indemnitee is a director and/or officer of the Company and in such capacity is performing valuable services to the Company.

B. Competent and experienced persons are reluctant to serve or to continue to serve as directors and officers of corporations or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities on behalf of the corporation.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2023, between FireFly Automatix, Inc., a Delaware corporation (the “Company”), and FF Opportunities 4 LLC (including its successors and assigns, “Purchaser”).

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, an Affiliate of Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein (the “April 2020 Transaction Documents”);

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 4, 2020, between FireFly Automatix, Inc., a Delaware corporation d/b/a FireFly Equipment (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated July 17, 2019, and the Transaction Documents, as defined therein (the “2019 Transaction Documents”);

WHEREAS, the Purchaser and the Company entered into the Securities Purchase Agreement, dated April 22, 2020, and the Transaction Documents, as defined therein; and

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EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is made as of October 6, 2026, by and among FF Opportunities 2 LLC, FF Opportunities 3 LLC and FF Opportunities 4 LLC (together, the “Holders”, with each of the purchasing entities, a “Holder”), on the one hand, and FireFly Robotics, Inc., a Delaware corporation (the “Company”), on the other hand.

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WHEREAS, the Holders hold certain debentures (each debenture, an “Existing Debenture,” and collectively, the “Existing Debentures”) convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” and, as so issuable upon conversion, the “Debenture Shares”) and/or warrants (each warrant, an “Existing Warrant,” and collectively, the “Existing Warrants”) to purchase Common Stock previously issued by the Company (such shares issuable upon exercise, the “Warrant Shares”), as more fully described on Schedule A attached hereto (collectively, the “Original Securities”);

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Exhibit 10.40

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COMMON STOCK PURCHASE AGREEMENT

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THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of [*     *], 2026, by and among FireFly Robotics, Inc., a Delaware corporation (the “Company”), and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

The parties hereby agree as follows:

1. Purchase and Sale of Common Stock.

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